Western life style has spurred the growth of numerous obesity related disorders including metabolic syndrome, type 2 diabetes and non-alcoholic fatty liver disease (NAFLD) to epidemic proportions. Maintaining cellular energy is a basic biological need mediated in part through amp-activated protein kinase (AMPK), therefore controlling cellular energy metabolism can play a role in treating metabolism related disorders. Indeed, AMPK regulation has been a proposed target of pharmaceutical companies, with no major clinical successes yet. The AMPK protein complex contains three protein subunits: a serine/threonine kinase catalytic subunit (?), a scaffolding subunit (), and a regulatory subunit (?) in 1:1:1 molar ratios. Heretofore, directly targeting the canonical ATP-binding catalytic domain (?) of AMPK has not produced clinically viable AMPK modulators. This is largely due to the fact that these compounds hit numerous other kinases due to conserved ATP- binding kinase domains throughout the kinome. Our approach has focused on finding activators that target the AMPK-unique (?) regulatory subunit as we believe that these could lead to more selective AMPK activators with higher translational potential. In phase I studies we developed a fluorescence-based AMPK-? subunit binding assay to identify small molecule AMPK activators and performed high-throughput screening that successfully identified four new classes of AMPK activators. These compounds activate AMPK signaling pathways in cells and stimulate downstream catabolic pathways including stimulating fatty acid oxidation or suppressing de novo lipid synthesis in a model for diabetes-associated non-alcoholic fatty liver disease. In this Phase II application we will perform medicinal chemistry optimization for these novel classes of AMPK activators and validate them in a murine model for type 2 diabetes and fatty liver disease. This will lay the groundwork for the development of selective AMPK regulatory (?) subunit modulators as potential therapeutics for type 2 diabetes and metabolic disease.